


USM (and USF) Tales

by MomoiroFan



Category: Ultimate Spider-Man (Cartoon 2012)
Genre: A whole collection you're willing to share around here, Discord - Freeform, Gen, If you had, M/M, One-Shots, Other, Tumblr, would you do it?
Language: English
Status: In-Progress
Published: 2020-05-07
Updated: 2020-10-26
Packaged: 2021-03-02 17:47:46
Rating: Not Rated
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 35
Words: 12,577
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24050836
Author URL: https://archiveofourown.org/users/MomoiroFan/pseuds/MomoiroFan
Summary: A collection of one-shots and drabbles from Tumblr and Discord with your favorite characters from USM. Some tie-in with Ultimate Spider-Future, and I'll let you know which ones. Either way, let's have a swingin' good time!
Relationships: Ben Reilly/Flash Thompson, Parksborn - Relationship, ScarVenom, in a way - Relationship
Comments: 7
Kudos: 38





	1. USM: Amadeus Cho in Hostile

Amadeus looked over the nearest wall; there was Scarlet Spider supervising the students in training. He looked really disappointed.

“You don’t even look like you’re trying!“ He scolded. “Once more, try watching your backs, punks!“ His tone made Cho shiver inside his armor. This was worrying: they’ve been teammates for a long time, and yet, he still felt uneasy and even scared near him.

“What are you doing here?“ Peter’s voice startled him. He then hushed him and both moved out of that room. “Ugh, really? I told you, Scarlet isn’t a bad person anymore, you shouldn’t be-“

“I KNOW THAT!“ Amadeus interrupted him. “I just can’t help it, okay?! Everytime he looks at me, I feel worried! I know he wouldn’t do anything against the team, but he always seem so hostile a-and ready to kill all the time!“ His venting was loud and exasperated. “I wish I could feel okay, but I don’t! I just... don’t.“ He sat down on the floor, fiddling with his robot spider arms. “And I feel horrible for this. Like, I’m sure he’s on our side, he proved that many times... why can’t I just let go and be okay with him?“

Peter tapped his shoulder gently. It was a well-known feeling to him, because he used to feel the same with symbiotes. He hesitated, but hugged Amadeus from behind. Cho wished he could object, but he just turned off his armor and leaned on Spidey’s hug.

“Look, this attitude doesn’t chance from one day to another. Both yours and Ben’s. It’s the sort of thing that takes compromise, understanding and communication. Even though it doesn’t seem like it, Scarlet IS going through this too. He wants to be okay, to feel better about himself and to be in good terms with everyone. I think all you two need is to try bonding with each other. Maybe go on missions together, training, even trying to talk.”

“Easier said than done.“

“Okay, that’s true. But you have to take a first step. that’s the only way to see if things can be better.“ Peter finally let go of Cho, and tapped his shoulder once more before returning to his duties. Amadeus reflected for a bit before suiting up again. All the students were walking out in visible pain in their bodies.

“A little too harsh on them today, huh?“ Agent Venom commented.

“Most of them actually did okay. But I can’t let them get too cocky or they’ll go soft once more.“ Scarlet admitted. He then looked over to Iron Spider. “Hey, Cho!” Amadeus felt tense but took a deep breath.

“Yeah?“

“I’m going to investigate some suspicious activity downtown on patrol. Mind joining me?“

“Oh... sure!“ Cho nodded, and followed him down the hallway.


	2. USM: Nova in The Star

Everytime. Everytime he came back to New York after a trip from space, there were tons of girls waiting for him. Not that Sam complained about being so popular...

“Okay, okay, ladies. Hold your horses, I’ll try to give you all my attention.“ He said with a cocky smile.

“Nova, my space prince!“ One of the girls screamed, showing off her homemade sign.

“Marry me, Nova!” Another one shoved the others out of her way.

“You’re our living shooting star!“ Another one shouted out loud. Sam looked over to the size of that fancrowd; oh, dear. It was getting closer everytime. Now he definetely felt like a pop star, but without singing.

Nova started to fly a big higher, showing off some of his moves and blowing kisses at them, with positive results. That is, until a pouty younger girl on her older sister’s shoulders looked up. She appeared around his little sister’s age.

“I may be short, but you could make it easier for me to get a kiss from him.“ She told her big sister.

“Sorry, Sally. I can’t fly.” She apologized. Then, they felt that familiar presence over them; Nova was floating nearby with a sympathetic smile.

“Well, I can and I would not let any fan down.” He said, giving Sally a kiss on the forehead. She squealed excitedly, and all the girls cheered out loud as he took to the skies with a wink. He knew there were more of them waiting around town and boy, was he excited to see those happy smiles.


	3. USF: Needy: A Scarvenom Tale

Ben made his way to the closets, dusting off his uniform after such intense classes. He looked around and opened his closet, being surprised by Flash’s arms around him.

“For once, I’m glad I ignored the Spider-Sense.“ He commented. “Thank goodness it’s friday, huh?”

“You said it. Any plans?”

“Besides kissing you right now?” Ben said before stealing a quick kiss from his boyfriend. Then, another. Flash was quite surprised for a bit, but then again, he also was feeling needy.

“I also couldn’t wait for us to get out of there.“ Flash commented as Ben stopped his kissing, seeing his loved one practically held back in the nearest wall. “We do have all night today, and no patrolling until sunday.“

“Stop killing the mood, Eugene.“ Ben said, not holding back the chuckling while he covered Flash’s face.

“I know, I know, sorry.“ For once, he didn’t mind his real name being said. Ben was one of the few people that could call him like that. As he winked to his bae, Venom slid by his arm to lean by Ben’s shoulder. “Aw, feeling left out there, buddy?“

“Well, it would be a common risk when dating the host of a symbiote.” Ben pointed out, scratching Venom’s cheek. “He is a part of you, hencefore I have to give him some of my love as well.” He then noticed more of Venom’s tendrils pushing him towards the wall, and Flash’s hands both caressed his neck and landed a finger on his lips.

“Heck yeah you have. And we love you just as much.“ Now it was Flash’s turn to kiss him, pressing him against the wall. Ben couldn’t help but smile with his eyes shut, feeling his loved one’s lips on his neck and holding back his chuckling. Just the two of them in that room meant he wouldn’t have to have that usual strict posture; and neither did Flash. He gently caressed his soft blonde hair and kissed his lips once more before they were walking away from that wall.

Passing by the door, Ben looked over to the ceiling for a moment and shoot a web, pulling off the spy camera nearby. Amadeus possibly didn’t have much else to do, and he would answer to that tomorrow.


	4. USF: I Dream of Scarvenom

After a long day of breaking bad guys’ teeth and training the new generation of heroes, nighttime came, and with it, time for them both. Flash waited on the roof, reflecting on something.

“Sorry I’m late.“ Ben climbed up, taking off the dust from his uniform and taking off his mask. “Echo just woud not leave me alone.“

“She’s getting better everyday though. She might not hear, but she’s one to fear.“ Flash pointed out. Ben rolled his eyes, but could help but to smile.

“Thought about this yourself?“

“Pretty much.“ Flash said, before Venom disassembled from suit form and assumed cat form, stretching on his host’s lap before curling up. “You and me both, buddy.“ 

As Ben reached to caress the symbiote cat, Flash couldn’t help but smile at him. 

“You know… I had a dream about you some nights ago.“ He said, and Ben snorted.

“For real, or is it a pickup line?“

“Come on, my pickup lines are the worst. I mean it.“ Flash chuckled. “I remember it was like a journey to the past…“

_“There I was back at Midtown, that problematic teenager with lightning sideburns, and who spend the longest part of his life bullying his hero without even knowing…_

_I met Peter at the lockers, and was just about to lock him on them again… but then, you stopped me._

_You looked about Peter’s age, yet a little older. Like, you know how he sees you as his big brother? Also, you wore the same clothes you picked as civil clothing._

_Then you told me to “get lost”. And I did. Not just because you’d certainly destroy me right there, I caught that death glare, but also… you looked so, dare I say, cute.“_

“Whoa.“ Ben heard every word, and didn’t hid the blushing from the cute part. “Some dream, huh?“

“You think that… would be possible? In some other universe, you and I meet at high school and things proceed with you and Peter growing up together, and me and you… you know?”

“Not sure, really. I’m not the alternate reality expert.“ Ben shrugged. Flash scratched his head and then stretch his arm around him. “But I have to admit, this is an interesting concept. And considering how Spider-Versing is among Peter’s adventure schedule now and then, who knows?”

“I don’t. Just wishful dreaming.“ Flash leaned his head near Ben’s, and they stayed there for a while, stargazing while Venom snoozed… and dreamed.

\-------

_“Hey, wait!“ Younger Flash rushed towards younger Ben, while Peter stepped back. “Y-you forgot this.“ He gave back Peter’s glasses. “T-they’re not broken, really.“_   
_Ben took the glasses and then gave him a serious stare, before signalizing Peter to go on without him and returning his glasses. Once they were alone, he looked at Flash._ _“It’s Ben, right? I-I always see you at gym.“_

_“Don’t try being my friend…. not until you stop this whole thing.“ He looked at him._

_“Y-you don’t get i- I was just-“_

_“I don’t care. This is wrong, and you know it!“_

_“… No, I don’t. I don’t know any other way I could get people to like me.“ The bully teen lowered his head and sighed, and Ben couldn’t help but to emphatize with him, even though he tried not to get attached._

_“I do. And if you stop doing these things… maybe I could teach you what I learned with my brother, my family.“ He patted Flash’s blonde hair. He gave him a small smile before leaving to reunite with his brother at the school bus._


	5. USM: Squirrel Girl's Hope

Doreen looked outside. Rain fell like a waterfall, with wind blowing like crazy. She had just rescued a big, heavy rabbit from a tree falling apart. Chirping some words to her friends, she made her way to the medic hall.

Placing the rabbit down on a pillow, she watched as her friends brought it some food and a small cover (possibly a headscarf). She looked at the rabbit’s tired eyes and her heart sank. What was she doing outside in this kind of weather? What about her family?

She never left her side, neither her or the squirrels. Monkey Joe and Tippy Toe laid close to the rabbit to provide extra warmth, while Mister Lieberman wiped Doreen’s unseen tears of worrying.

By the time the rain stopped, Squirrel Girl was deep asleep, and was awakened by Dr. Connors’s gentle tapping. He looked serious, but at the same time, there was a glimmer on his stare that made Doreen feel relieved.

As they made their way outside the hall, Doreen’s eyes widened: the rabbit has given birth to lots of small baby rabbits. She hugged Dr. Connors before rushing to see the new mommy. She indeed looked a lot better, but still needed a little more time to recover before they returned her and her babies to the wild.

Squirrel Girl was just happy to see her well. These small things always gave her hope for better days.


	6. USM: Bless the Iron Heater

**Summary for the Chapter:**

> *A random galactic adventure is interrupted when the Web Warriors are thrown into a freezing planet. *

Spider-Man sneezed, shivering as the blizzard got worse. Nova looked at the damage in the Spider-Jet, while Amadeus analyzed in detail how long would it take for both the jet to get fixed and the freezing temperature to reach critical level.

“I-I think Aunt May will have to cook me a cauldron of chicken soup with the cold I’m getting from this giant freezer.“ Peter sniffled, and rubbed his arms.

“Don’t look at me.“ Sam commented. “I wasn’t piloting this thing when we crashed into those polarity-induced meteors.“

“I know how to pilot, but I know nothing about meteors.“ Ben pointed out, staying in place. “If anyone’s to blame is you for showing off while I tried to keep us on the right path.“

“Dude, aren’t you freezing?“ Miles asked, blowing into his own hands.

“Not really.“ Scarlet Spider said… but obviously lying, as his trembling was small but visible. Mary Jane and Flash helped Nova out with the pieces to reconstruct the main propeller.

“Venom’s not gonna take too long.“ Flash voiced his concern. “His body warmth is no match for this iceberg of a planet.“

“Same to Carnage. Yet he thinks he can take it.“ MJ pointed out. “So stubborn.“ Peter’s loud sneeze called their attention. 

“Try to hold back a bit. You don’t want us to get buried in alien snow, right?“ Amadeus pointed out the fragility of the hill nearby them. Easy avalanche spot.

“You can’t really control a sneeze, you know.“

“You should control your mouth then.” Sam pointed out.

“You’re not the best example.“ Peter replied. This leaded to some arguments like always. Kid Arachnid scratched his head at Amadeus’s chuckling as Spider-Woman and Agent Venom arrived.

“It’s just like old times.“ He commented. Iron Spider then felt a pair of arms around him. “Huh, wha-“

“Aah, much better.“ Miles smiled of relief. “And I should’ve warned you before.“

“Eh, I also forgot about the heater systems on the suit. Too focused on fixing the Spider-Jet.“ Amadeus pointed out, only to get glomped by Spidey.

“Oh, yeah… bless the Iron Heater.“ Peter was visibly relieved.

“Please don’t call me that.“

“I suppose there is room for one more?“ Ben asked as he joined the two of them. Amadeus didn’t even tried to reply; it did felt good to be a group hug center.

“Aw, that’s the best way to warm up!“ Nova cheered. He didn’t felt cold, but would love to storm into the Spider Hug Party; he flew to Iron Spider… only to be held back by the robotic spider legs.

“Sorry, Sam. Spiders only.“ Iron Spider decreted. MJ and Flash sighed at that. “Symbiotes with Spider powers too. Don’t be shy.“ 

Spider-Woman and Agent Venom gladly joined the group hug, while a pouty jealous Nova mumbled, getting off the spider legs hold to finish fixing the ship.


	7. USM: Squirrel Girl in Glitter

Doreen was always a bit clumsy, way before being officially Squirrel Girl, meddling with paint and always exaggerating on glitter. She remembered her first treehouse, filed with all her art projects.

It stood proudly outside her house in LA for a big portion of her childhood, and squirrels would always pass by and see her make more and more art. Her mother would leave some hazelnut cookies for the “visitors”.

The last art piece she made was a family portrait, with a glitter-filled frame. Before she could hang it in the treehouse however, it started to rain. Really bad.

Hiding into the treehouse, she couldn’t see a path to crawl to, and all her furry pals were getting soaked… Like all the paintings she made through the years. Once her father brought the ladder, she and the squirrels were able to climb down, the lightnings came, and it made the tree fall. It didn’t hit the house, but it crashed down on the street

Doreen looked at the surviving artwork of that tragic incident, still covered in glitter. She wiped her eyes at the sad memory, and the many lost “treasures” on the treehouse. Then, she looked at how happy her and her family seemed at the portrait… Along with all the furry friends cheering with them.

She missed that treehouse, but she and her family still stood strong. This thought comforted her heart and snapped her out of that gloom. Tippy Toe and Mister Lieberman played with the glitter falling on the floor.

She was standing stronger now. They all were.


	8. USM: Parker and Osborn: Symbiote Saga Aftermath

“So, are the rumors really true?” Peter passed by Harry’s side after classes were over for the day. “You know, about your transferring?”

“Nope. I left clear to dad I wanted to stay here.” Harry pointed out. “I appreciate him being so… There for me and all, but he did promised me he would let me choose what I wanted to do of my life.”

“Don’t blame him though. After the Anti-Venom situation and everything, even I would’ve been worried.” Peter pointed out.

“By worried, you mean paranoid for sure.” Harry teased.

“Hey!” They were on this teasing thing for a while, laughing on their way back home. Peter was more than happy to be laughing with his best friend again. Their friendship was a lot stronger now that the secrets were over, and no symbiote incident could change that.


	9. USM: Three Spiders in a Diner

“Man, it’s been so long since I been here.” Spidey looked around the diner. It wasn’t as crowded as some years ago, but it still had clients at least. “They serve the best milkshakes.”

“It’s quite relaxing indeed.” Scarlet had to agree, but couldn’t help but to look around and see people staring at their presence. “If we just ignore these people.”

“Hey there. Just three Spider-buddies hanging around.” Spider-Man waved at them in response and looked at Amadeus in the table’s corner. He was staring at the menu as if it was in a language he didn’t understand. “What’s the matter? Not hungry?”

“No, these options look delicious. I’m just…” Iron Spider looked over the window. “I can’t stop thinking about that boy. The one that asked for help while we were on our way here.”

“Oh, yeah. The poor bullied thing. No matter how many years pass, bullying apparently will exist forever.” Spidey recalled that. “We handled things well though; that bigger boy will have to be careful next time he breaks someone’s glasses on purpose.”

“I don’t know… I still think we could’ve done better than scolding the bully.” Amadeus admitted. “Agent Venom for sure would ask which butts he would have to kick to protect that kid.”

“It does sound like something he would do… But both of them were still very young, violence is not always the answer for these cases.” Spider-Man pointed out. “After what happened today, we’ll have to wait to see if the lesson we passed on will prevail or not.” Then the waitress came over to take their orders. “Please, ma'am, three chocolate shakes and a big portion of fries.”

The boy mentioned earlier knocked on the window, nodding with a smile; the bully’s parents paid for new frames and they were getting ice cream together. Guess Spidey was right after all.


	10. USM: May's Garden - Part 1

“What a mess…” Aunt May commented, as both her, Spider-Man and Scarlet Spider looked out the window of their house. Branches everywhere, all the flowers she planted were destroyed, and electricity still hadn’t returned.

_Earlier that day, Aunt May had some new flowers to add to the garden. Spring was coming, and she couldn’t wait to know what kind of seeds she was planting._

_The first drops of rain then called her attention. Peter arrived with Ben in a hurry._

_“Hey, boys, how were classes tod-“_

_“Sorry, Aunt May, but no time. We have to get inside quick. There’s a big storm coming.”_

_“Oh, dear, and i just got new seeds to plant.“_

_“I think you’ll have to replant EVERYTHING after that.“ Ben said, as he got her into the house._  
  
Peter called the other Web Warriors to know of the situation after the storm. May sighed as she looked at her destroyed garden.

“I could help you here. Make this garden safer and even more beautiful.“

“I would appreciate that.“ She nodded to him. “But we might need a couple more hands to clean this mess.” May looked around the street. Her garden was not the only messed-up place: the storm practically turned Queens upside down.

“Don’t say any more.“ Peter joined the talk. “The firefighters are leading the cleaning up team on town, so they’ll have everything clear very soon. I’ll call the others to help around Queens.”

May smiled at Peter as he slipped into his Spider-Man suit again to help the nearest neighbors. Ben removed single-handly the branches and trunks, and among some twigs, he found a surviving flower.

“We should leave this one here.“ May suggested. “It’s a beginning.”

After a couple of days, things were slowly back to normal on Queens, and May and Ben had planted enough fresh food and beautiful flowers in time for spring; the synthezoid was unsure he could wait weeks for the first sprouts to grow, but as he learned with May, patience is key. Meanwhile, in the corner near the fence, remained the survivor of the storm; even if it didn’t last, the memory of that sole survivor would be a gratifying one for both Ben and May.


	11. USM: May's Garden - Part 2

“Ouch!“ Ben heard Aunt May as he was finishing arranging a part of the garden. He turned to see she let go of the roses she was picking up.

“Aunt May?“ He asked.

“It’s okay, dear… I was a bit careless with the thorns, that’s all.“ She showed her pricked finger. It was bleeding. Ben didn’t knew how to respond to that; she was hurt and it was nothing? 

Maybe it was overprotective of him to think that way, but he couldn’t help himself; he liked May too much to see her hurt, even if it was something that small.

“W-why don’t you take a break? I’m done with the flowers around there, I can pick the rest for you.“

“Oh, Ben, I’m nearly done here. It was just a pricked finger. It’s something that garden people deal with.“ May explained. She clearly could see Ben’s worrying. “You sounded just like Uncle Ben: always concerned about mine and Peter’s wellbeing.“

“To that extreme?“ Ben side smiled.

“You’d had to see it to believe it. Ben was a very caring man, always making his family a priority and caring about every small issue, being a pricked finger or a hard time with the bills.“

“…you think he’d like me?“ The half-human synthezoid rubbed the back of his head, not even noticing May’s finger had stop bleeding already.

“He’d see a good person anywhere.“ She guaranteed, giving Ben a kiss on the cheek before getting into the house with the rose bouquet. “These roses are for him. I’m visiting his grave today. Would you-“

“Yes. I’d be honored to.“


	12. USM: Amadeus's Doubt

**Summary for the Chapter:**

> A prologue to Hostile, nuff said

Iron Spider puts himself among the world’s smartest people. There’s nothing on science he can’t understand or make it better.

But synthezoids? After so much trouble with those, he wasn’t sure he could even deal with one among the Web Warriors.

Scarlet Spider was special: the most human among his brethren, with free will and an insatiable thirst for battle. So many things could be learned about synthezoid anatomy and behavior with him…

Yet how could he approach him on the matter without getting a hostile response?

“What?” Scarlet called Amadeus’s attention, snapping him out of his trail of thought.

“Huh?”

“You were staring at me for a long time. For sure you have a better excuse than this.” He pointed out.

“Come on, Ben, don’t be like that.” Spider-Man’s advice came from the other side of the room. “Amadeus, something wrong?”

“No, not really. I was just… thinking.”

“And why were you looking at me for that?”

“I was thinking about… You know, what you are, the things you can do and-”

“Don’t even consider making me a lab rat, punk.” Ben threatened.

“Ben!” Spidey scolded as Scarlet left Amadeus’s side. They left the room, the chat proceeding abot Ben’s non-effective social skills.

Iron Spider sighed, both of relief and frustration. Understand a synthezoid would surely not be easy… But he does appreciate a challenge.


	13. USF: Spider-Woman's Current Life

Mary Jane organized her stuff for the day. Now affiliated to S.H.I.E.L.D., she had to review her life plan: she still aimed for her big chance as a news reporter. 

Life as Spider-Woman could be good, with all the powers and helping people all over the world… but she couldn’t take her mind out of the fear she might not realize her dreams.

Sure, no one could blame her, or her friends, or how life change unexpectedly, but still, it felt a bit unfair.

Suddenly, MJ felt some red and black tendrils wrapping around her; on her shoulder, a pair of white eyes stared at her with a hint of sadness. Deep down, Carnage did knew it was a bit his fault too. He was made to be a weapon, turned the whole town into monsters and now, that amazing girl had to put up with him bonded to her.

“Oh, Carny… don’t be like that.“ Her sudden soothing caught him out of surprise. He ALWAYS forgot she could hear him too. “I-It’s not ALL your fault. Life just… has other plans for us all. Plans we can’t really control.“ He unwrapped his tendrils and formed his cuddly dog form in her arms.

“MJ… you like Carnage, right?“

“I was scared at first, sure… after all, you were made a weapon and everything…“ MJ caressed the sad symbiote. “But I don’t regret we forming a compromise to be Spider-Woman together, and I don’t blame you for my life changing. I’ll just have to keep adapting for what comes next… like you’ve adapted to change yourself.“

Dog Carnage climbed MJ’s chest and licked her nose with a small puppy tongue, receiving some affecionate ruffling before retreating to her body. She picked up a piece of chocolate and ate it, knowing Carny would appreciate it.

Unexpected or not, this was her life now…. might as well make the best of it.


	14. USM: Spider-Woman in Amethyst

Sometimes the creepiest caves hid the strangest secrets. Mary Jane could not believe the jackpot she found during the Academy field trip.   
  
_Everyone was split in teams, and luckily or not, she was in Agent Venom’s team._

_“All right, everyone stand clear. Watch your step at all sides.“ Venom instructed as everyone climbed. He could easily climb that place without spelunking gear, but hey, wallcrawling would be cheating. Mary Jane was way behind the team, looking over the height of the mountain._

_“Wow. I so wish I could stop long enough to take a picture.“_

_“Once we get up there, we might have time, MJ.“ Spidey guaranteed. “For now, we have to focus on the climbing.“_

_“Alright, alright, I’m com-“ She was saying until her foot slipped into what appeared to be a hole in that mountain._

_“Are you ok?“_

_“Y-yeah, I guess. I just felt my foot slip into some kind of entrance. It doesn’t make sense.“_

_“Maybe you just stumble between some of the rocky formations.“_

_“No, it felt more like-“ MJ looked over to her feet and pressed into the “entrance“ and it cracked more open, making her lose balance._

_“Mary Jane?!“_

_“Spidey! What’s the hold?“ Agent Venom called on the radio._

_“Dude, MJ got into some kind of cracked-open cave in the mountain. I’m going after her.“_

_“No man or spider stays behind. I’m coming to help.“ He said before the call was over. Spider-Man found his way into the cave; it wasn’t as small as it looks, but then again he was trapped into lockers and was used to small spaces of that sort._

_“MJ? Are you okay?“ He called, going further into the cave, until he stumbled upon something. “Okay, turning on night vision.”_

_“Peter?“ Mary Jane’s voice called from one of the tunnels he saw._

_“Mary Jane! Are you hurt?”_

_"Not anymore. Carnage healed my ankle. But really, you have to see this!“ She asked him. Once Spidey saw Agent Venom following the rope trail through the cave along with the others, he signalized them to follow him._

_Words could not describe what they found: that entrance MJ found hid a whole bunch of crystals and geodes. Mostly for sure amethysts. *_

Later on they’d reunite with Scarlet’s team through another route, and MJ made sure to take a picture of that location and keep one of the crystals as a memento. Carnage loomed over it in awe.

“Pretty, isn’t it? And if we found this much beauty so far away, who knows what else there is in the world?“ MJ was honestly excited about where the next adventure would lead.


	15. USM: The Parker Brother's Leap

Scarlet had just opened a hole in the last training dummy before the class was dismissed when Peter dropped by upside down, walking by the roof, sneaking by the door.

As it opened and all the students walked out to next class, Peter seized the moment and leaped towards Scarlet… only to have the Spider-Sense ruin it. Scarlet quickly grabbed his hand and threw him over, Spider-Man flipping around as he hit the floor.

“I told you I don’t like sudden attacks, punk.“

“Aw, come on, Ben, it was meant to be a leaping hug. Sometimes Spider-Sense ring things as danger when they’re not.“

“I’m just not ready for this sudden affection yet.“ Scarlet sighed.

“You don’t mind when Aunt May hug you though.“ Peter both pointed out and teased.

“She’s so nurturing and sweet… she makes me want to try harder on making my life better.“

“You work too hard though.“ Peter nodded. “Doesn’t hurt to enjoy a good moment now and then. Especially with family.” He touched his shoulder, before quickly moving away.”You… see yourself as part of our family, right?“

“…I’m not sure. I’m glad to have been forgiven… but I feel this urge to work myself to exhaustion… try harder every day…“ Ben looked down as he took out his mask and touched his scar. “All my life… I just remember pain. I lived in pain and still dream of pain…I just feel like I don-“

“Stop. Don’t even say that.“ Peter knew where that was going. He asked him to wait and climbed up to the roof, leaping once more towards him…

This time, Ben didn’t move. He knew Peter would ask him to do it again if he didn’t do it right… or rather, assumed he’d be so pushy with hugs. either way, as they both fell down on the ground, Ben felt Peter hugging him tightly.

“Aunt May gave you the name of the man that inspires me to be a better hero every day. You deserve to be happy, and deserve a family. And as far as I am sure… you’re the closest to a big brother I ever had, and you’re a part of my family.“

Scarlet wished he could cry. He sure had tears to shed… nothing came out though. He sighed and just accepted this warmth his “little brother“ was sharing with him…

Maybe one day, he’d be able to properly thank him. For now, it just worked to lean his head on his shoulder and hug him back.

“…thanks.“


	16. USM: The Shock of Parksborn

**Summary for the Chapter:**

> *Not really a shipping moment, but the bois are here*

Patrioteer was training his aim after class; Spider-Man walked in, barely standing his ground. He’d fall if it wasn’t for Harry noticing his presence.

“Pete? Hey, h-hey, Peter!” He rushed towards his friend, holding him by the arms. “Oh my gosh, look at you! Who hurt you, buddy?” Spidey’s uniform was full of scratches, a glove was missing and his left mask eye was torn. He looked awful.

Miles and Ben entered the room just as Harry leaned Peter on his arms, like he did to him most times he saved his life.

“Oh, man. OH, MAN! What we’re going to tell Aunt May?!”

“Snap out of it, punk!” Scarlet slapped the back of Kid Arachnid’s head. “Harry, thanks for stopping him.”

“I wouldn’t say that’s really what happened… What is happening out there?” Harry demanded some answers. “New Lizards? Villain escaping?”

“Kraven. He stole Rhino and Vulture’s blueprints for animal-based armours. Alex and Adrian are okay, but Spidey took most of the blows. What was he even thinking?” Miles was worried sick. “And why aren’t you freaking out?”

“I am freaking out.” Ben muttered. “I’m just not as hysterical as you are.”

“Peter would take any risk to save his friends. He saved my life and many others in NY with this same selflessness many times.” Harry looked down at his friend, tears fell from his eyes. “Now this fight is mine too.”

“I’d argue with you…” Ben sighed. “But I guess it works like a team for you guys. You mess with one, you mess with all.” Harry nodded.

“Miles, I’ll take Pete to the medical bay. Let the others know when he wakes up.” Patrioteer asked as he flew across the door, Kid Arachnid and Scarlet Spider going after him.

Definitely Kraven would answer for hurting Peter; Harry’s determined glare said it better than words.


	17. USM: Go To Sleep, Cho!

Iron Spider watched closely all the footage around the academy. The aim was to target any other spies hiding around the place, visible or invisible. The paranoia around classmates was over a long time ago, but Amadeus firmly believe you can’t be careful enough.

“You need to sleep.” Nova’s voice caught him out of the blue. Why did he deactivated the suit and his digital spider-sense?

“I can’t right now… Still found nothing.”

“There IS nothing to find. Think, Amadeus. If there was a spy, we would have figured it out and things would be exploding.” Sam turned the boy’s tired face to him. “Yikes, you look worse than Spidey with a cold.” Amadeus silently yawned in response.

“I just wanted to be useful with my extra time. I did anticipated all my lessons and training, I had every meu invention blueprint double-checked and-”

“Are you scared or something? Why won’t you go to sleep?” Nova carried him out of that dark room.

“…” Amadeus both didn’t wanted to answer and didn’t have a proper answer. He had to face it he was tired.

“I’ll take over if it means so much to ya. Nova energy helps with sleeping problems, but your armor doesn’t.” Sam pointed out as he placed Amadeus on bed.

“Hm… Just don’t let me oversleep. Promise me you’ll wake me in time for first class.” He said, seeing Sam nod before his eyes finally closed.

He didn’t see the crossed fingers behind his back though… Also the poor thing was so tired he forgot it would be Saturday. Nova chuckled as he wavered back to that room for night watching.


	18. USM: Embraced (or The Black Blob Theory)

**Summary for the Chapter:**

> title says it all

During breaks, the alumni often reunited to train together, recall adventures or just hang out. Agent Venom was there for all three reasons… but not before feeding Venom some chips.

“There you go, buddy. We did a great job today, and yesterday, and the day before! Who’s the best symbiote ever?“ He couldn’t help himself but to pamper his little buddy like a child, and he knew he loved that attention. Venom popped up his wormy face all over the suit before nuzzling his host’s cheek.

“You two have been great, both as heroes and mentors.“ Patrioteer hovered by with Peter, both having talked about their plans for the future. “I must admit I feel a bit jealous. You did something no other host, me included, could do. That is, before Mary Jane and Carnage also did it.“

“What?” Flash asked.

“You formed a genuine bond with the symbiote. You’ve become friends, a team. You remember the first Venom was made from Spider-Man’s DNA to bond to him and destroy him, right?“

“Well, to be fair, this Venom IS different from the original. Doc Ock made it in mass production after that dummy Loki switched minds with me…“ Peter explained. People still messed the Venoms up, it felt fair to explain.

“I know, I read the archives, Pete. All history of the hosts the first Venom assembled with… now, consider the hypothesis of body memory, where other parts of our bodies, blood and cells included, could store memories like the human brain. The actual Venom was made by another sample of your blood, right?“

“Yeah, so…”

“So… There could be a small, yet maybe possible chance, that your memories of the first Venom, having seen all hosts and recalling the effects it had on each, might have triggered this want to stay with Flash.”

“There-the-memor-wha?“ Flash looked at them, confused at all that theoretical stuff. “You remember I only got C- in science, right? What does this have to do with my Venom?”

“I was bonded to the first Venom only around the time I was the first Carnage.“ Peter recalled and shivered. “You mean, according to your theory, these memories stuck in my blood?“

“Fragments, more precisely. Small pieces of memories related to the symbiotes, having you bonded with them or not, were attached to your blood.“ Harry proceeded, and Peter understood where he wanted to get to. “If these memory fragments of the first Venom stuck somehow in your cells or in your blood… it was passed on to the new Venom. Including a memory fragment about the first host of the first Venom… you, Flash.“

“Me? Wha-“ Flash remembered then: that night at Oscorp, when he was still a problematic bully, and was tormenting Peter as always, before they were both surprised by the first Venom and it bonded with him. “Oh my gosh, I haven’t thought about that for, like, ever!”

“Neither did I. I totally forgot you were the original Venom’s first host.“ Peter made a blown mind gesture with his hands. “So, according to what you described us, thanks to the memories of Venom in my blood, the actual Venom found the first host and chose him again.“

“He chose me…“ Flash muttered, before smiling and holding his arms together in a self-embrace. “Again.“

“Sure, it could be all wishful theorizing, and it chose you for other reasons, like health or good shape. After all, you were one of our football stars in Midtown.“ Harry shrugged. “But this theory’s connections were too ingenious to dismiss. This being right, or being by fate or coincidence, Venom chose you as his host and I for one am sure he couldn’t have made a better choice.“ 

Harry tapped Flash’s shoulder, and was surprised by Venom’s wormy form emerging from it, asking for petting. Peter held back a chuckle, as he saw it forming cat ears.

“Okay, that’s just adorable.“ Patrioteer laugh, while granting the symbiote’s request and Peter and Flash laughed. Deep within, the former bully felt a warmth in his chest. He was glad to have his little buddy with him, and was more than determined to not disappoint Venom for choosing him.

After all, they were the greatest team… and the greatest friends.


	19. USF: Kid Arachnid in Assault

Miles and his mother looked over the busy streets of New York. No matter the universe, the city that never sleeps always looked the same, at least for them. Rio stopped for a moment as a police car passed by; that man, driving her car, was for sure her husband Jefferson Davis.

“He must be on his way home.” Miles pointed out. “If I know me, by that time I might as well be arriving now.“ He then nodded at her, and she held to him for a web ride. 

It was a very short ride, but Rio just had to check it out with her own eyes. She met the other Miles before and it was pretty emotional; after all, in that world, she died in the same circumstance her universe’s Jefferson died. An assault, police and gangs, and a fatal blow.

_She still recalled the night she got the news; it was the same night she found out her son was Spider-Man. She made her way to the location of the incident, and he was sobbing hard close to his father’s body, apologizing for not being able to save him. The day afterwards, she found Miles had ran away, but luckily hadn’t gone too far. There were plenty of tears from both of them, and promises of no more secrets._

“I know we agreed this Jefferson should not know about me, but I… can’t stop missing him. And now living in a world where he’s alive…“ She commented, watching with Miles’ binoculars as the father and son duo entered their apartment. The boy looked really excited, talking about maybe his day at school; then, he noticed Kid Arachnid on the nearest roof with his alive mom from another dimension.

Rio quickly hid behind the small roof wall nearby, as Kid Arachnid put on his mask and waved at Jefferson and the other Miles. After they got back inside and closed the window, he looked over to his mom.

“I feel the same way. Dad would freak out by seeing two Miles at the same world. Or he’d be asking lots of complicated questions. Or both.“

“Well, it is a big secret. One day we’ll have to tell him.“ Rio pointed out, as they made their way to their own home. Miles had to agree with his mom on that.


	20. USM/USF: Betrayed (Scarlet Needs Therapy)

Ben couldn’t sleep that night. He tossed and turned on the Parkers’ couch, but nothing seemed to relax his troubled mind. 

Sure it wasn’t the first time this happened, but this time he couldn’t fight it anymore. Like his thoughts were betraying him, trapping the synthezoid in a river of self-punishment. 

He couldn’t overlook the horrors of the things he did. He was fearing to close his eyes to dream it all over again. Betraying Peter and May, revealing Spidey’s identity to Doc Ock, ruining such a dear person’s special day… he was sure he couldn’t come back, yet Spidey was happy to see him again. 

Now there he was, working to the bone to get everyone’s trust back, and yet that rotten feeling didn’t left his mind. He was a traitor, a liar and someone who was made to hurt people… yet he was forgiven by the one person he betrayed. 

A tear escaped his tired eyes as he gave in to the fight and hugged the nearest pillow, as doubts continued to appear in his mind: Will he ever sleep well again? Will this guilt ever leave him alone?


	21. USM: A Blanket for Two

Sam rolled over his bed, unable to sleep. His sister sneaked into his room, tickling his toes with her plush bunny. 

“Stop it. Just stop it already.“ He muttered, not taking his head off the pillow.

“Come on, Sammy. Mr. Fuzzy won’t bite you.“

“For Pete’s sake, Kaelynn, I’m gonna rip this toy in two if you don’t knock it off.“ Sam growled. She stopped and let go of the plushie. “Ugh, I can’t sleep. I know as Nova I don’t need to, but Sam needs to sleep.“

“You really are tired. Speaking about yourself as a crazy guy.“ Kaelynn teased, moving her plush bunny all over his face. Sam grabbed the plushie and threatened to throw it off the window. “Don’t make me wake up mom.“

“Clever girl.“ Sam grumbled, giving Mr. Fuzzy back to her. “I’m just really tired, but I can’t seem to relax.“

“Have you tried counting sheep?“

“Really, Kae? I’m not 6 years old anymore.“ He replied, with a small smile. Kaelynn climbed on his bed. 

“Are there sheep in space?“

“…Not in the way you’d expect. I saw lots of weirdly cute things on joy rides in space though.“ He rememebered as he looked at his Nova helmet. “There was this one time me and the Guardians crashed on a place full of Druffs; they’re so cute, but they multiply as quickly as rabbits do.“ Kaelynn chuckled as she watch him shiver.

As the siblings cuddled under the blanket, Sam continue to talk on and on about his space adventures, just like his father talked about his own adventures when he was a child. In a strange way, that made Sam feel more relaxed.

“Sam… I miss him too. I miss Daddy.“ Kaelynn pointed out.

“…I just hope he’s okay, wherever he is.“ Sam sighed and then yawned. “Good, finally some z’s to catch.“

“Can we catch them together?“ She asked. Sam wished he could say no, but maybe for that night, he wouldn’t mind some company under his blanket. 

“Justy don’t put you-know-who on the bed.“

“Aw…” Kaelynn pouted, but agreed, and left Mr. Fuzzy where he was, falling asleep with her big brother.


	22. USM: Meanwhile in K'un L'un...

Breathe in. Breathe out.

Danny was deeply focused, his heartbeat in sync with the flow of his chi. Since he got back to K’un L’un, things haven’t really been easy. After all, a king’s duty is never off.

In his room, he kept some mementos of his time at S.H.I.E.L.D. Academy: the first team days with Spider-Man, Nova, White Tiger and Power Man, with both the joys and fun of a teenager, and the dangers and duty of a hero. These thoughts made his heart feel warm, but also brought up the feeling of missing his friends.

He yearned for the chance of seeing them again, either by going to visit them or them coming to see K’un L’un in all its glory.

“Something bothers you, leader?“ One of the ancient masters asked, breaking his concentration. 

“I am okay, thank you. I just… miss some people I treasure on my life. I know my duty does not allow much visits of much sorts… but I just long for the chance of seeing my friends again.“

“K’un L’un will always be here, and the others heavenly cities as well.“ The ancient master reflected. “Under your blessing, we could allow a visit from your treasured friends.“

“Or a field trip. Having all the students and alumni reunited to see K’un L’un with their own eyes… Why have I not thought about that earlier?“ Danny was getting excited with this idea.

“With all due respect, master Rand, I am not sure we are ready to greet so many visitors.“

“And I guarantee it will be a good experience for all sides.“ Iron Fist decided. “get me in contact with S.H.I.E.L.D. We’ll be preparing for the Academy’s visit.” As the ancient master bowed and left the room, Danny touched his group photo with his friends.


	23. USM/USF: Lonely no More

Flash laid down in his new room in the dormitory, his mind pondering over the latest changes in his life.

Well, now he was Agent Venom. He was bonded to a second version of a dangerous symbiote and apparently it's his, or hwers, or its perfect host. This last part didn't matter much hinestly; he was honored in a way they formed a perfect bond. Yet... he felt something was missing.

He didn't miss his abusive jerk of a dad, of course, and Spider-Man would be back tomorrow to supervise his training, but... He missed something he wanted for a long while, and maybe got in an not-official way with Peter Parker: he wanted a friend.

Yeah, not-official, after all, how COULD he be friends with the guy he tortured for so long? No, this SO would not happen. They MIGHT have a better relationship, but Flash just felt it was far too late to actually be friends with him. He messed up. Badly.

Now, he was all alone in that dormitory. And maybe there'd be people joining him in that place soon enough... but now he felt lonely.

His trail of thought was cut by a surprise, that made him fall from his bed: the symbiote was looking at him. Not as a menacing giant black goo, but as a small, wormy, wide-eyed blob.

"Oh, um- Hey... Venom."

The blob just turned its head to the side, and Flash copied it, imitating the cat-like head tilts. It was quite... adorable. But now what?

"Have you... always been able to do that?" He asked, more directly. A soft growl, almost a purr, was his answer. Guess that meant "yes".

"Why are you... here?" He then reached slowly for it, and despite an expected backing off, the wormy face swirled and laid in his palm, accepting the caressing. Then, Venom just moved forward and flicked the tip of Flash's nose. That wasn't that known long spooky tongue, it felt like a puppy's. Flash couldn't hold back a chuckle.

"You're trying to cheer me up, then. You... heard me somehow saying I felt lonely." It nodded with excitement, and then saw Flash reach to his pocket. "Here, you must be hungry. I know I am." He opened a bag of chips and while having some, he allowed the symbiote to get its worm face inside the bag and eat.

Flash was happy that Venom wanted to be his friend, and as he returned to his chest, he started petting the wormy face again.

"So... um, do you mind NOT going back into the suit yet? I kinda want someone here with me now." He said, as he laid back into the bed, curving his arm in a way that Venom could snuggle in like a baby animal.

It didn't took long for his host to fall asleep, and Venom gave him another gentle lick in his cheek before returning to the suit. He'd always be with his new friend now. That lonely feeling was gone. 


	24. USM: No More Secrets

**Summary for the Chapter:**

> Aftermath of the Contest of Champions saga

Well, the secret was out. He was going to talk to Aunt May, sure, but what about the OTHER two people that learned it today?

Peter noticed the door behind him opening. Flash was looking serious: not angry serious, gladly.

"Uh... Flash-"

"I'm sorry!" He bowed immediatly.

"Huh?"

"I'm sorry for all the times I locked you in at Midtown, I'm sorry for making you trip, I'm so sorry for making you suffer for so long!" His voice was visibly cracking, he was clearly tearing up in both fear and regret. "I-I really didn't knew, I was so sure it couldn't be you-"

"Hey, hey!" Peter tapped his shoulder gently, and Flash turned his teary, almost breathless face. Gosh, he spilled everything at once... "I-It's okay."

"W-what? How? I-I don't get it! i just..."

"Flash... Believe me, we're okay. I saw you give up bullying and try to be not just a hero, but also a better person. I honestly refrained more to tell you because I don't wanna put people I care about in trouble." Peter admitted.

"But... w-what about all I told you? You never... wanted to get back at me?"

"What good would that do? Of course I had these thoughts, but I wouldn't be respecting all I fight for if I use my powers like this. I'd be like-"

"A bigger bully? Or maybe a villain?" Amadeus walked in at the point.

"Cho, I-" Peter was about to move the talk to him, but he stopped him with a wave of his hand.

"I get it now. It must've been so hard. Keeping a double life, a secret identity, trying to save everyone you could... I truly had no idea until the secret was out. I had... no idea, Peter. I'm sorry."

Peter saw how everything fell into place on Amadeus' mind: all the struggles he was going through with that double life, all the times he tried making a positive change with both his civil and hero persona... The boy was visibly regretful for not seeing the hero as a whole.

"Guys... We're good. And i promise there'll be no more secrets, for the good of not only our team, but also our friendship." He gave them a smile.

"Now, I have someone else I have to talk with about this." He said, as he started swinging away to meet his aunt. Agent Venom wiped the last few tears he had, and Cho looked at him leave.

"There goes one hero I have to learn with."


	25. USF: A Calm Date

**Summary for the Chapter:**

> (sorry, didn't have a better title for it)

Ben followed Flash's location on his cellphone, crossing Central Park until he arrived at Sheep Meadow.

"Well, that looks calm enough." He commented as he saw his date waving at him, sitting in the grass, with a small basket.

"You look sore. Got any burglars on your way here?" Flash asked as Ben made himself comfortable, laying down on the grass.

"No, I've just been sitting wrong for a while. My back hurts."

"Say no more." Soon enough, Flash was putting his date to sit down and his hands were on his back, applying right pressure, stroking gently and hitting just the right spots. Ben at first felt startled, but soon his body started relaxing. He wasn't sure this could count as them getting physical, but boy, was Flash good with his hands.

"How do you know this, Eugene?"

"I've played enough time in Midtown to know where it hurts more after too much activity. This can also apply to posture."

"Well, it helped... a lot." Ben didn't even hid his relief for that pain going away. "Thanks."

After he was done massaging him, Ben noticed the sun had just finished setting. He felt relaxed at a point where he felt like laying down again... only for his back to meet Flash's strong chest.

Ben's cheeks went red, as he turned his face to Flash's, him equally blushing, but with a huge smile.

The synthezoid snorted. That was the dork he fell in love with.

The caring, strong and wonderful dork he loved.


	26. USM/USF: Keep you Warm

  
After a long night of patrol and more hours of reading about journalism, Mary Jane knew she could not keep herself awake no more. She had to go to sleep.

Laying in her dormitory bed, she watched Carnage assemble his dog form, and stay by her side. As if he was guarding her while she got some rest.

"Don't worry, Carny, I don't think we'll have more trouble today. But it is a bit colder now." Even without windows, there were some days where the halls of the Triskelion seemed to emit a cold atmosphere. For an outside looker, it'd be quite frightening. For MJ, it just felt colder. She wanted to go out for a moment and grab some blankets on the shelters, not only for her, buy for everyone else who's possibly freezing... Carnage had other plans. 

Climbing on top of her, his form melted into what felt like a gooey, cozy blanket, clearly saying "I'll keep you warm" to its host. As sweet as it was, she had her mind set.

"The others don't have symbiote blankets. We should give them some warmth too." This reason wasn't enough for Carnage to let go of his blanket form, so she abided while standing up to go get the blankets. 


	27. USM/USF: Socializing 101

Ben looked by the diner's window. Peter was patiently awaiting him stop his staring at the crowd.

"It's gonna be okay. Just act naturally."

"What if someone come over to talk, what do you want me to say? 'I was brainwashed by my neglectful father and almost killed my brother'?"

"Believe me, it's not the worst people around this age say. Also, you just made it sound... less creepy than it actually is."

"Whatever." Ben covered his face with the hoodie. God, he hated being among crowds. As they got in, the noise across the room and the volume of the music startled him at once.

Peter shoved him into a table on a quieter corner; or at least it was quiet until two of Flash's former colleagues stepped over.

"Well, lookie what we have here! Puny Parker and his creepy brother."

"Uh-oh." Peter knew this could be trouble.

"I knew I recognized your face from somewhere, but never knew that Parker had a twin."

"Either that, or he used his brain to clone himself a friend!" 

The two were unbearable, and Peter was more than sure Ben would not stand for that. He was right... But what he did next surprised him greatly.

"You know, I have many reasons I could make you shut up with my fists, but truth is... I can't stop but to feel sad for you both." He said, wih a serious stare. "You possibly wasted more time building your biceps and less studying for supposed careers you'd like to have in the future, and in your despair to feed your poor egos and avoid reality, you still resort to this childish bullying, knowing that you'll spend the rest of your lives in Midtown, repeating year after year and living stuck in the past while everyone around you moves forward. I pity you."

Everyone in the diner was looking, but quickly move their heads away as Peter looked over to them.

"Uh- Well, um... Shut up." 

"Come on, dude, this place is garbage anyway." As they stepped out, everyone proceeded with what they were doing, and Ben sit, clearly more relaxed. Peter still looked at him, eyes wide.

"What? Aren't we gonna eat?"

"Uh, yeah, sure." Peter picked the menu. His synthezoid brother just DESTROYED two bullies without brute strength, and although a bit scared of his being a consequence caused by Ock, he couldn't stop feeling proud as well.


	28. USM: Times are Changing

Danny walked around K'un Lun, pondering over the changes he planned to make since he finally took his rightful place as king. He planned a reunion with the leaders of the other Capital Cities of Heaven about that, and felt a bit nervous, since he never truly saw any of them.

"Oops." A girl had just dropped a small doll on the floor. "I'm sorry, my King."

"Daughter, let's go, we are not supposed to talk with him." Her mother whispered.

"It's okay. Everyone sometime has dropped something they treasure, but the lost is always found." He said, knelling to the girl and giving her back the doll.

As she waved at him while her mother smiled and yet insisted she rushed on her step, Danny mused sadly.

"This vision of power is not healthy, and the right to speak should be of everyone already."

"Changes take time, Daniel." One of the masters said. "But with you here, we are sure they will happen, and will be for the better."

This recomforted Danny's heart and he looked once more to the little girl, now far away, giving him another wave. 

He waved back.


	29. USM/USF: Graduation Day aftermath

**Summary for the Chapter:**

> P.O.V., late night message from Spidey

_Hey, guys._

_So... what a graduation, huh? Hard for me to say anything smart about what happened to me as a whole. Easier for me to get it all out here. I have to say this now, even if you guys are already somewhere else._

_Truth be told, none of us asked to have powers, and maybe we're not THAT special for having them; the universe might have done whatever it did to get things this way for us. And all just seems that happened so fast, we blink and then, wait, it's over already?!_

_Okay, I'm rambling, let's get to the point._

_We might not have asked for our powers, but we accepted the responsibilities we have with them, and we chose to be the best we can._

_Sam, even though I know you said you felt nauseated, I know you meant it. I have so much I wanted to tell you, but in a nutshell... I'm sorry for so much. And thank you so much as well. Hope wherever you go in your next space adventure, when you come back to Earth, let me know. I want to hear what you have to say for once._

_Danny, you might be going away farther than any of us, and I'm going to miss you so much... Maybe I can get Doctor Strange to help me see you at K'un L'un (sorry if I'm writing it wrong somehow), but now you have king duties to deal with. Even before I knew you were meant to be king, I knew already how much of a sweet, brave and amazing person you were._

_Luke, you're also one great, awesome, wonderful person. Maybe we'll see each other across the streets, unless you plan to move somewhere else. but whatever you choose, I'm glad we met, and I hope the universe find a way to get us to work together again._

_Ava, I'm not sure what you plan for your future, but I"m sure your dad would be proud of the hero you became. I had to go through many repeats of the same lessons to get SOME wisdom, but as far as I mknow, you were always so wise. Good luck and... thank you._

_Cloak, Dagger, you are the strongest team and the most sweetest couple I've seen in my life. I'm sure you feel like, and in fact, you are unbeatable together, but I want you both to know no matter where you decide to go... well, you know the rest._

_Triton, I'm glad you chose to stick with us and be our foreign student at the academy. Maybe you won't appreciate getting this so late at night, but if I stop now, I'll NEVER remember it tomorrow. *giggle* Thanks and good luck with whatever your plans might be._

_Squirrel Girl, your quirky attitude and smile will be missed, and so will all of your furry pals. Scarlet said he's going to miss you, and that's something great when it comes to him. You've become a better hero than I first assumed you'd be (sorry for being so brute here), and I'm glad you call you my friend._

_I'll keep going to the Academy because I'm a tutor and the director, but seeing you all going away... It's conflicting. We've all been through a lot, and I have tis urge to just, you know, throw the biggest web and pull you close and put my arms around you all._

_You all are ULTIMATE. Amazing, spectacular, ULTIMATE._

_..._

_Okay, I might erase this in the morning, unless I fall asleep on my phone and send it to any of you..._

_Bye, guys. I love you all._


	30. USM/USF: Grave Visit

Visiting the graveyard is never easy for anyone, after all, death is a hard thing to deal with. Yet for a boy who had amnesia for so long thanks to the experiments a mad scientist performed... Well, Adrian was glad to be there.

There he stood, in front of the mausoleum of his family, the Toomes name imprinted.

  
"So... they were here all along." Alex had agreed to go with him, both out of curiosity and to offer some comfort if needed, even if he truly didn't thought he was the best for this job.

  
"Yes." The first uttered word before a short silence.

"How did they even afford a mausoleum?"

  
"A good question to which I'm sure I can't get an answer." Adrian stated, a bit more serious, as they made their way in. His parents were gone since he could remember, and he only vaguely remembered their faces... but one face was clear once he recovered his memories.

  
Marcus Toomes. His tormenting brother. The person who made his life hell even though he did all he could to win his affection and approval, even after the accident that put him in a wheelchair.

  
And there he was, shortly after practically "handing" him to Ock. Dead, in a coffin, after a car crash.

"Mother. Father." Adrian greeted with a polite bow. "Marcus." He stared down at his brother's coffin.

  
"Okay... Should I stay or-" Alex did NOT know what to do on that situation. He promised he'd stay in case he needed, but what if he changed his mind?

  
A firm squeeze on his hand answered his question.

  
"I have so much I wanted to tell you. But I guess one of the Haikus you refused to listen more than once summarize it all." Adrian said and cleared his throat.

  
_"Melancholy night_   
_A coward injured bird departs_   
_The nest empty at last"_

  
"Wow." Alex whispered.

  
"I wrote so many that weren't like this one... I bet THEY would've like them." Adrian looked over to his parents' coffins.

  
"Well... I like it." Alex squeezed back his hand. "Maybe you could recite one more?"

  
"Heh heh." They sat down at the ladder, watching over the coffins together. "Any... preference? I did haikus, free verses, quick poems..."

  
"Anything you feel like reciting. I like hearing you." Alex admitted, rubbing the back of his head.

  
"Hmm..." Looking over to the coffins and then to his friend, Adrian gave him a smile before reflecting on a poem.

  
_"Deep into the dark awaiting_   
_Pain and sorrow always stand_   
_In shadows they feed themselves_   
_And their voices are prominent_

_When dawn arrives the note is clear_   
_They can try, but cannot stay here_   
_And with a triumphant hopeful glow_   
_The sun comes back once more."_


	31. USF: Time for Us

No one in the hallways, no patrol for the night, just the two of them under the starry sky. Ben felt particularly excited to spend time with him, God knows they've been apart the whole week, dealing with various routine checks, training exercises and catching supervillains now and then-

  
Okay, enough already, he thought; his face nearing Flash's, and the former jock reading his movements like the pro in strategies he was.

  
"Someone's feeling up for the game today..."

  
"Eugene, no..." Boy, that was both a mood killer and adorable as heck.

  
"Sorry, I know you rather not have me talk like this..."

  
"Oh, you can talk alright. Just don't make it a team exercise of some sort." Ben giggled a bit, keeping the soft nuzzling.

  
"But aren't we a team?" Flash teased.

  
"Tell you what: cut this sport talk, and I'll take you to somewhere you like on our next date." Ben left it clear, letting Flash pull up his mask a bit so his lips were visible.

  
"It's o- sorry. Okay, Benny." Flash barely ruined it; but his tongue bit itself in time, for the warmest, slowest and sweetest make out session started.

  
He knew how to tick him, but also knew how to keep him happy.


	32. USM: UGH Day

"Hey." Ben walked into the house, hanging his jacket.

"Hello there." Aunt May greeted, and then noticed his expression. "Oh, dear."

"Ugh."

"Ugh?"

"UUUUUUUGH." That simple word said more than it seemed: that was a very hard, exhausting, stressful day.

"One of 'those' days, huh?" She gave him a sympathetic smile, sitting close to the couch.

"Yes..." He sighed out loud, launching himself into the couch.

"Who made you angry this time, Ben?" May tried to break the ice; it was a risk though.

"Who doesn't make me angry anytime?" He answered against the nearest pillow. "Rhetorical question." He said, pointing at her.

"Well, it has been a while since you had this kind of day, hasn't it?"

"Has it though?" He looked up. "The way I see it, I can't go one day without losing my temper for some stupid reason."

"And I see you made more progress than you believe." She looked over to the photos: in any group picture, Ben was mostly distant from everyone, but got closer and closer, until the current family picture.

"Ugh. I just hate to lose my temper with people that aren't even part of the conversations I'm having. I keep giving in to this urge to start a fight, or at least, keep them away with a glare."

"Yet rejecting your anger is like rejecting a part of yourself." She caressed his buzzcut hair. "Anger is an emotion like any other, and it's mostly in your control how you react to it or things around you... Maybe you could find an outlet for this excessive energy?"

"If night patrol isn't my outlet..." Ben both meant it and tried joking about it, as he turned aroundin the couch, May sitting nearby and letting him rest his head on her lap.

"It's your job, and it really doesn't count. I just think you should find yourself a hobby of some sort, or even some kind of activity where you can put this energy into. Some people go to gyms, others take jogging, there are people that even paint."

"Hm..."

"It's more up to you, Ben. You need to find your own outlet, and maybe with luck, this can help with your anger." She looked down at him, while keeping the caressing. He was even purring as she did it.

"Hey there." Peter's voice was heard by them both. He was already hanging up his own jacket. "Oh... one of those 'ugh' days, huh?"

"Eh, it got better now." He smiled, and Aunt May chuckled at him.

\-------


	33. USM: Dancing King

**Summary for the Chapter:**

> *hints from SU's Alone Together and Fortnite*

"It's already a challenge to talk with people, now I got to dance? I don't even know how to!" Ben looked at a flyer Peter handled to him of a party. "The worst part is that I'm sure he'll bother me until I say yes, so what the heck, I'll go."

Flash just moved over a bunch of L.M.Ds in different places around the training area.

"Are you even listening?"

"Hold that thought a while. I'm listening, really, but I might have come up with a game plan for that."

"'snort' Game plan, really?"

"Benny, although you never went to high school, I've been in enough homecoming dance parties to face the crowds as a game field. And since this training room is kind of your own safe haven..." Flash guaranteed, and started a simulation of a small party, the L.M.Ds dancing in different ways.

"Uh, okay?"

"Look at it this way: instead of enemies surrounding you, it's just a bunch of teenagers or young adults dancing and/or talking loudly. In the highest corners is the DJ, which is like a game announcer, only with less chatter and more playing music."

"Okay, it does make sense, but I still CAN'T dance!" Ben recalled.

"But you can swing, right? Just think of yourself swinging around town but without webs. Let your body go with the flow of the music like when you feel the wind whenever you're swinging." Flash pulled him gently to a more clear spot of the dance floor. "Just don't think much... and try enjoying yourself."

As he extended his hand to him, Ben hesitated a bit, but accepted his offer; they started with just simple steps back and forth, before letting go of each other's hand. Flash did a 2-step sequence, followed by some grapevining, which Ben found it both dorky and adorable.

Moving side to side, he recalled a game Peter and Harry were playing a few days ago, and recorded one dance move the redhead called impossible to do unless he had his best friend's agility: imitating the movements he observed on screen that day, he did some electro swinging for Flash's surprise and amusement.

"Oh, bringing the game to the game, huh?" He lift an eyebrow, recognizing that sequence of steps, and pulling out some Star Power to the dance floor. It was clear that exercise was turning into a dance off; but hey, Ben looked a lot more relaxed, so that still counted as a win.


	34. USF: Hard to Need

**Summary for the Chapter:**

> As a cat from a certain grown-up cartoon said it so...

"Well, that was the last of them. Guess we can call it a night of patrol." Agent Venom observed from a distance the police taking the burglars him and Scarlet Spider surrendered on the pier. "Still it is pretty early. Wanna do something?"

"..." Scarlet did not answer, his trail of thought either too focused or zoning out. "

Scarlet? Ben?" Flash tapped his shoulder.

"Uh? Oh, y-yeah, we could go for... whatever." He agreed quickly, and then, sighed. A very deep, tired sigh. "Sorry, today was hard. In general."

"Maybe if you'd let me take over some of your schedule instead of working yourself to exhaustion... you deserve a rest too, Benny."

"I know, I get that... It's just so hard to NEED people."

"Yeah... but on the other hand..." Flash agreed, opening space on the corner they were sitting in for Ben to lay down on his shoulder.

"I am working on it, even if it doesn't look like it."

"I never said it didn't look like it. I believe you, Benny... but more than work, you need to allow it. You need to let people know you need help, and accept when it's too much."

"Yes, yes... stuff I talk often on therapy with Coulson."

"He might have told you this already: everyone needs help, or will need at some point. More than show yourself ready to help, you have to let them help you too."

"I'm not even surprised YOU know that, Eugene." Scarlet nuzzled Flash's neck, which earned a giggle from him. "So... you need help picking what we do?"

"It's not really a game night, and I don't think there's any good movies..."

"Sleepover at our home?" Ben winked at Flash. "It's almost dinner time anyway."

"I get to sleep in your bed?" Venom stood up, liking the idea.

"Just try not to kick me, you sappy punk." Ben teased, which was rare but really functional. Flash was smiling widely under his mask.


	35. USF: When did you knew?

**Summary for the Chapter:**

> Miles questions Ben about his feelings for Flash.

After classes, Miles and his counterpart split ways, with Kid Arachnid leaving for patrol with Scarlet Spider. He then saw from a distance Counterpart Miles waving at Gwen Stacy from his dad's car. He could hardly see their expressions, but Gwen apparently was taking a ride home with them. 

"What do you know? He did it." He commented.

"Did what?" Scarlet noticed him distracted.

"Basically now I owe my counterpart five bucks, for betting he couldn't ask Gwen to a study date."

"Is there anything that can't be made into a date?" The synthezoid questioned. "Couldn't he just ask her?"

"Did YOU asked Flash out this directly?"

"...Touché." Ben sighed. "He asked me... after I confessed, that is."

"Leads me to the question, or better saying, questions: when, why and how?"

"Not clear enough, kid." Scarlet replied. "But to be honest, it wasn't that clear for me as well. More because being part human was still new for me. But these feelings started showing up more after we were made teachers at the Academy. Among all the training, living together temporarily and the daily saving the city routine, I actually got to know him better... I was very amazed at his progress, before and after the S.H.I.E.L.D. training. You know, growing from a run-of-the-mill bully to a determined respected ally and hero." He then mused for a moment. "Soon, I found myself finding his silly quips tryouts funny, missing his company and even voluntaring to join him in patrol. Yet I couldn't understand this shift in decision making: why was I longing so much for him?"

"Then you talked with Connors about it, right?"

"Of course you know about this." He rebuffed. "Yes, he gave the official "diagnosis" and encouraged me to open up. After talking with Peter and Aunt May, I confessed to Flash and we started dating... mostly when no one was looking or would be checking us out." Miles silently gulped: he KNEW where this was going. "And then your Shipper Squad sent our first kiss around S.H.I.E.L.D. and everyone knew at once."

"Of course you still hate us for this... justified."

"I don't hate you... even though I might say it daily." Scarlet pointed out. "At least everyone stopped bothering us now... but why the questions again?"

"Well..." Kid Arachnid rubbed the back of his head. "To be fair, I'm kinda jealous of my counterpart having these feelings for Gwen... and also, a bit uncomfortable, because she kinda leaves it open that she likes my company more than his..."

"...that's rough, buddy." 


End file.
